Common use of Exchange Arrangement on Call for Redemption Clause in Contracts

Exchange Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and exchange of any Securities called for redemption by an agreement with one or more investment banks or other purchasers to purchase such Securities by paying to the Trustee in trust for the Securityholders, on or prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price of, and any accrued and unpaid contingent interest with respect to, such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities not duly surrendered for exchange by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 11) surrendered by such purchasers for exchange, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and exchange in the same manner as it would moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and exchange of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and exchange of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Exchange Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company Parent may arrange for the purchase and exchange of any Securities called for redemption by an agreement with one or more investment banks or other purchasers to purchase such Securities by paying to the Trustee in trust for the Securityholders, on or prior to 10:00 11:30 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price of, and any accrued and unpaid contingent interest with respect to, such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities not duly surrendered for exchange by the Holders thereof may, at the option of the CompanyParent, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 117 hereof) surrendered by such purchasers for exchange, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and exchange in the same manner as it would moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company Parent and such purchasers for the purchase and exchange of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Agreement or the Indenture, and the Company Parent agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and exchange of any Securities between the Company Parent and such purchasers, including the costs and expenses incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Exchange Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and exchange of any Securities called for redemption by an agreement with one or more investment banks or other purchasers to purchase such Securities by paying to the Trustee in trust for the Securityholders, on or prior to 10:00 11:30 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price of, and any accrued and unpaid contingent interest with respect to, such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities not duly surrendered for exchange by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 1111 or the Exchange Agreement) surrendered by such purchasers for exchange, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and exchange in the same manner as it would moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and exchange of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and exchange of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Exchange Arrangement on Call for Redemption. In connection with any redemption of SecuritiesDebentures, the Company may arrange for the purchase and exchange for Exchange Securities or other Exchange Property pursuant to Article Five of this Second Supplemental Indenture of any Securities called for redemption Debentures by an agreement with one or more investment banks bankers or other purchasers to purchase such Securities Debentures called for redemption by paying to Holders thereof, or to the Trustee in trust for the Securityholderssuch Holders, on or prior to 10:00 a.m. New York City time before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price of, and any accrued and unpaid contingent interest with respect to, such SecuritiesPrice. Notwithstanding anything to the contrary contained in this Article 3Three, the obligation of the Company to pay the Redemption Prices Price of such Securities Debentures shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities Debenture to be purchased pursuant to such agreement that is not duly surrendered for exchange by the Holders Holder thereof on the Redemption Date may, at the option of the Company, be deemed, to the fullest extent permitted by law, to be not redeemed and paid, but acquired by such purchasers from such Holders Holder and (notwithstanding anything to the contrary contained in Article 11Five hereof) surrendered by such purchasers for exchange, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold In the event that Debentures subject to such agreement are surrendered for exchange for Exchange Securities and pay to other Exchange Property by Holders thereof (other than by such purchasers) on or before the Holders whose Securities are selected for redemption any such amount close of business on the Redemption Date, the amounts so paid to it for purchase and exchange in the same manner as it would moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and exchange of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and exchange of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Trustee in trust for the defense Holders of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.Debentures so surrendered for exchange shall be returned to such purchasers. ARTICLE FOUR

Exchange Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company Issuer may arrange for the purchase and exchange of any Securities called for redemption by an agreement with one or more investment banks bankers or other purchasers to purchase such Securities by paying to the Trustee a Paying Agent in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 11:00 A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company Issuer for the redemption of such Securities, is not less than the Redemption Price of, and any accrued and unpaid contingent interest with respect to, of such Securities. Notwithstanding anything to the contrary contained in this Article 3Article, the obligation of the Company Issuer to pay the Redemption Prices Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 13.07 shall relieve the Issuer of its obligation to pay the Redemption Price of the Securities called for redemption. If such an agreement is entered into, any Securities called for redemption and not duly surrendered for exchange by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyIssuer upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 1114) surrendered by such purchasers for exchange, all as of immediately prior to the close of business on the Business Day immediately prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and exchange in the same manner as it would moneys money deposited with it by the Company Issuer for the redemption of the Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company Issuer and such purchasers for the purchase and exchange of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company Issuer agrees to indemnify the Trustee Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and exchange of any Securities between the Company Issuer and such purchasers, including the costs and expenses incurred by the Trustee Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.